Articles of Association
Swedish - East African Chamber of Commerce
§ 1. Name of the association
The name of the association is “Swedish-East African Chamber of Commerce” with the acronym SWEACC
§ 2. Objective
The objective of the chamber, as a non-profit organisation, is to promote the development of trade and investments between Sweden and the EAC countries by providing a platform for business people, interested in this objective, to meet EAC is the acronym for the East African Community which includes the member states Burundi, Kenya, Rwanda, South Sudan, Tanzania and Uganda.
§ 3. Domicile
The domicile of the Chamber is established in Stockholm.
§ 4. Eligibility for membership
Any institution, company or private individual with an interest in the objectives of the Chamber may apply for membership.
§ 5. Application for membership
Applications for membership shall be submitted to the Board of the Chamber who shall evaluate same, take a decision and advise the applicant of its decision. The Board has the authority to approve new members and exclude existing members. Should the Board decide to reject the application the Board will advise the applicant of its reasons.
§ 6. Withdrawal as a member of the chamber
Any member has the right to leave the Chamber at any given time, after having informed the Board in writing. Membership will cease automatically if a member is in arrears with payment of fees exceeding 6 months.
§ 7. Membership fees and service fees
Membership fees and service fees are decided by the Annual General Meeting.
§ 8. The Board
The Board of the Chamber shall consist of a Chairman, a vice Chairman and three to seven Board members. The members are elected for a period of two years at the Annual General Meeting and may be re-elected 2 times.
§ 9. Signatories
Signatories are the Chairman or Vice Chairman together with one member of the Board.
§ 10. Fiscal year
The fiscal year is the same as the calendar year i. e. from January 1 to December 31.
§ 11. General meetings Notices convening
Annual or Extraordinary General Meetings, with the proposed agenda enclosed, shall be mailed or e-mailed to each member or the appointed representative not later than two weeks prior to the meeting. Members´ influence on management matters of the Chamber is exercised either at the Annual General Meeting or at an Extraordinary General Meeting. Each member has one vote at Annual and Extraordinary General Meetings. The Annual General Meeting will be held at a time decided upon by the Board, however no later than six months after the end of the fiscal year. Extraordinary General Meetings can be held at the request of the Board or when a minimum of 10% of the members have made a written request to the Chairman of the Board. The Board will decide on the venue for General Meetings. Minutes from General meetings shall be kept and checked by two elected members
§ 12. Meetings, notices and agenda At each Annual General Meeting the following matters shall be on the agenda:
1. Election of Chairman of the meeting
2. The establishing of a voting register
3. Election of Secretary of the meeting
4. Election of two members to check the minutes
5. The question as to whether the meeting has been duly convened
6. Presentation of the Annual Report of the Board including the financial statement
7. Presentation of the auditor’s report for the past financial year
8. Decision on
1) profit-and-loss account and balance sheet
2) distribution of the company’s profit or loss according to the approved balance sheet
3) whether the board members, and if applicable the managing director, shall be granted discharge from liability
9. Decision about the annual fees for members and the budget.
10. Election of a Chairman, a vice Chairman and three to seven Board members for a period of two years
11. Election of two auditors
12. Election of three members of the election committee,
13. Other matters submitted by the Board or submitted by one or several members in writing for discussion and decision at the general meeting
§ 13. Board of directors
The business of the Chamber shall be managed by the Board of Directors. The Board will protect its interests and will manage its affaires and decide on behalf of the Chamber in all matters which are not conditioned by these articles. The Board is obliged to - work for the objectives of the Chamber - execute the decisions by the General Meetings - manage the financial matters and accounting of the Chamber - prepare and present the annual report and financial statement to the Annual General Meeting - execute other obligations according to these articles
§ 14. Board meetings
The board will meet at the call of the Chairman or in the case that one third of the number of Board members so requests. Minutes of the proceedings at the Board meetings shall be kept and checked by the Chairman and one other Director duly appointed. Notices to the Board meetings shall be sent to the Board members by mail or e-mail at least one week days before the meeting. If a board member is unable to attend he shall immediately inform the Chairman.
§ 15. Remuneration to the board members
Board members shall serve without remuneration.
§ 16. Decision capacity of the board
Half the number of serving Board members constitutes a quorum. All decisions taken by the Board shall be adopted by a simple majority of the directors attending and in case of parity of votes, the Chairman shall have the casting vote.
§ 17. Auditing
The management of the Board as well as the accounting shall be audited annually by two auditors elected by the Annual General Meeting